**EXHIBIT 10.60****Advanced BioEnergy, LLC****Change of Control Agreement**     This is a Change of Control Agreement (“**Agreement**”), dated as of July 31, 2007, betweenAdvanced BioEnergy, LLC, a Delaware limited liability company (the “**Company**”), and William Paulsen(the **“Employee”**), an employee of the Company.**Background**     A. The board of directors of the Company (the “**Board**”) or a committee of two or more directorsof the Company (the “**Committee**”) has the authority to grant and administer equity awards (if theBoard has not appointed a committee to administer the awards, then the Board shall constitute theCommittee).     B. The Committee has determined that it would be in the best interest of the Company toprovide Employee with the right to receive an additional ownership interest in the Company,conditioned upon occurrence of a change of control transaction regarding the Company, to providefurther incentive to the Employee to continue his service with the Company, advance the interest ofthe Company, and to more closely align his interests with those of the members of the Company.     C. The Committee has determined that this purpose can best be achieved by granting theEmployee the right to receive units on the terms and conditions and subject to the restrictions setforth herein.     The parties hereto agree as follows:**Terms and Conditions**1. **Issuance and Terms of Units****.**     (a) **Grant of Units.**The Company hereby grants to the Employee, effective as of the date ofthis Agreement, the right to receive 5,500 Units on the terms and under the conditions specified inthis Agreement.     (b) **No Rights as Holder**. Each Unit to be issued hereunder (a “**Unit**”) represents one Unit ofthe Company as defined in the Company’s Third Amended and Restated Operating Agreement, as it maybe amended from time to time (the **“LLC Agreement”**), and when issued will be subject to the terms ofthe LLC Agreement as well as the restrictions specified in this Agreement. Unless and until anyUnit is issued under this Agreement, the Employee will have no rights as a member or Unit holder ofthe Company by virtue solely of entering into this Agreement.     (c) **Unit Certificates**. The Units will be evidenced by one or more duly issued unitcertificates registered in the name of the Employee. Each certificate evidencing any Units willcontain such legends and transfer instructions or limitations as may be determined or authorized bythe Company in its sole discretion and as otherwise required under this Agreement and the LLCAgreement.
 

 
2. **Termination of Employment and Transfer Restrictions****.**     (a) **Termination of Employment**. Except as provided in Section 3, if the Employee’s employmentwith the Company and its Affiliates (as defined in Appendix A to this Agreement) terminates for anyreason prior to a Change in Control (as defined in Appendix A to this Agreement), including becauseof the Employee’s death or disability, this Agreement will immediately terminate and neither theCompany nor Employee or Employee’s estate or beneficiary(ies) will be deemed to have any rights orobligations with respect to the issuance of any Units under this Agreement.     (b) **Limitation on Transfer.**The right to receive Units under this Agreement is personal toEmployee and may not be transferred to any third party or family member of Employee. Any Unitsissued under this Agreement will be subject to any limitations on transfer set forth in the LLCAgreement and applicable Federal and state securities laws. Any attempt to assign, transfer,pledge, hypothecate or otherwise dispose of the right to receive any Units under this Agreementcontrary to the provisions thereof, and any attempt to levy any attachment or pursue any similarprocess with respect to them, shall be null and void.3. **Issuance of Units****.**     If a Change in Control occurs and the Employee’s employment with the Company or its successoris terminated by the Company or its successor without “cause” (as that term may be defined in anyemployment agreement to which the Employee is then subject or otherwise) during a period beginningthe earlier of (i) the date the Company signs a definitive agreement governing the Change inControl transaction and (ii) 60 days prior to the consummation of the Change in Controltransaction, and ending on the date two years after consummation of the Change in Controltransaction, then the Employee shall be entitled to have issued to him the number of Unitsspecified in section 1(a) of this Agreement (or such number of replacement securities as may beissuable in their place in accordance with Section 8 of this Agreement). Such Units will beimmediately issued to the Employee (and in no event later than 90 days after such employmenttermination) unless the Employee is, at that time, a “specified employee” within the meaning ofSection 409A of the Internal Revenue Code and regulations promulgated thereunder (“Section 409A”).If Employee is a specified employee, the Units will be issued to him six months and one day aftersuch termination of employment. Notwithstanding the foregoing, the Committee may, in its solediscretion, elect to pay to the Employee, in lieu of the issuance of the Units described above,cash in an amount equal to the fair market value, as of the time of the Change in Control, of thenumber of Units specified in Section 1(a). Payment of such amount will be made at the same time asthe issuance of the Units would otherwise have occurred. For purposes of this Section 3, “fairmarket value” of a Unit means the fair market value of a Unit as determined in good faith by theCommittee, which shall be equal to the fair market value of the consideration to be received perUnit by the members of the Company or paid by the acquirer in connection with a Change in Controlthat involves payment of consideration on a per Unit basis. A termination of employment shall bedeemed to have occurred for purposes of this Section 3 if it constitutes a “separation fromservice” within the meaning of Section 409A.
 

 
4. **Tax Withholding****.**     (a) **Withholding**. The parties hereto recognize that the Company may be obligated to withholdfederal and state taxes or other taxes upon the issuance of Units under this Agreement. TheEmployee agrees that, at such time, if the Company is required to withhold such taxes, the Employeewill promptly pay to the Company, in cash and upon demand by the Company, such amounts as shall benecessary to satisfy such obligation.     (b) **Put Right to Satisfy Withholding Taxes**. Within five days after any Units are issued inaccordance with the terms of this Agreement, the Company shall send written notice (the “**ValuationNotice**”) to the Employee specifying the Board’s or the Committee’s determination of the fair marketvalue of the Units so issued. Within ten days after the receipt of the Valuation Notice, theEmployee shall have the right to require that the Company purchase up to 40% of the Units issued asof such vesting date by giving written notice to the Company specifying the number of Units thatthe Employee desires to sell to the Company pursuant to this Section 4(b). The closing withrespect to such transfer shall occur within five days following receipt by the Company of theEmployee’s notice specifying the number of Units that the Employee desires to sell to the Company.The time periods specified in this Section 4(b) may be tolled for a reasonable period of time inthe event that the Company determines that any action taken by Employee under this Section 4(b)would otherwise violate the Company’s insider trading policies then in effect. The purchase pricefor any Units purchased by the Company hereunder shall be paid by the Company to the Employee incash or, at the election of the Employee, retained by the Company and used to satisfy all or aportion of the Employee’s obligation to remit withholding taxes to the Company pursuant toSection 4(a) hereof.5. **Restrictive Legends****.**The certificate or certificates representing the Units issuedunder this Agreement shall bear the legend required by the LLC Agreement as well as any legendsrequired by applicable state and federal limited liability company and securities laws.6. **Interpretation of this Agreement**. All decisions and interpretations made by theCommittee with regard to any question arising hereunder shall be binding and conclusive upon theCompany and the Employee.7. **Discontinuance of Employment**. This Agreement shall not give the Employee a right tocontinued employment with the Company or any Affiliate, and the Company or any Affiliate employingthe Employee may terminate his employment at any time and otherwise deal with the Employee withoutregard to the effect it may have upon him under this Agreement.8. **Adjustment for Changes in Capitalization**. In the event of any reorganization, merger,consolidation, recapitalization, liquidation, reclassification, unit dividend, unit split,combination of Units, rights offering, or extraordinary dividend or divestiture (including aspin-off), or any other change in the structure or Units of the Company, including any conversionby the Company into to a corporate form, the Committee (or if the Company does not survive any suchtransaction, the board of directors or an authorized committee of the board of directors of thesurviving company) shall, without the consent of the Employee, make such adjustments as itdetermines in its discretion
 

 
to be appropriate as to the number and kind of securities subject to this Agreement in order toprevent dilution or enlargement of the rights of the Employee.9. **Binding Effect**. This Agreement shall be binding in all respects on the heirs,representatives, successors and assigns of the Employee.10. **Choice of Law**. This Agreement is entered into under the laws of the State of Delawareand shall be construed and interpreted thereunder (without regard to its conflict of lawprinciples).11. **Entire Agreement**. This Agreement, together with any employment agreement between theCompany and the Employee, sets forth the entire agreement and understanding of the parties heretowith respect to the issuance of the Units and supersedes all prior agreements, arrangements, plans,and understandings relating to the issuance of these Units. The Employee acknowledges that theCompany has directed the Employee to seek independent advice regarding the applicable provisions ofthe Internal Revenue Code of 1986, and the income tax laws of any municipality, state or foreigncountry in which the Employee may reside or in which the Company does business.12. **Amendment and Waiver**. This Agreement may be amended, waived, modified, or canceledonly by a written instrument executed by the parties or, in the case of a waiver, by the partywaiving compliance.13. **Units Subject to LLC Agreement**. The Employee acknowledges that the Units granted underthis Agreement are subject to the Company’s LLC Agreement and any applicable federal or state laws,rules or regulations. The Employee acknowledges and agrees that the Employee will become a partyto the Company’s LLC Agreement, as currently in effect, if such Employee is not already a party tothat agreement.     IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the 31stday of July, 2007.         /s/ William Paulsen         William Paulsen           **ADVANCED BIOENERGY, LLC**           By /s/ Troy Otte           Name: Troy Otte    Its: Director  
 

 
**Appendix A****“Affiliates”**for purposes of the Change of Control Agreement shall mean each corporation,partnership, LLC or other entity that controls the Company, is controlled by the Company, or isunder common control with the Company (in each case, “control” meaning the direct or indirectownership of 50% or more of all outstanding equity interests).“**Change in Control**” for purposes of the Change of Control Agreement shall mean (and occur when):(1) The acquisition by any individual, entity or group (within the meaning of Sections 13(d)(3) or14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of beneficial ownership(within the meaning of Exchange Act Rule 13d-3) of 30% or more of the then-outstanding membershipinterests of the Company (the “**Outstanding Units**”); provided, however, that the followingacquisitions shall not constitute a Change in Control:(A) any acquisition of voting securities of the Company directly from the Company or by theCompany or any of its wholly-owned subsidiaries,(B) any acquisition of voting securities of the Company by any employee benefit plan (orrelated trust) sponsored or maintained by the Company or any of its subsidiaries, or(C) any acquisition by any entity with respect to which, immediately following suchacquisition, more than 70% of, respectively, the then-outstanding shares of votingsecurities of such entity is then beneficially owned, directly or indirectly, by all orsubstantially all of the individuals and entities who were the beneficial owners,respectively, of the Outstanding Units immediately before such acquisition in substantiallythe same proportions as was their ownership, immediately before such acquisition, of theOutstanding Units;(2) Individuals who, as of the Date of Grant, constitute the Board (the “**Incumbent Board**”) ceasefor any reason to constitute at least a majority of the Board; provided, however, that anyindividual becoming a director of the Board after the Date of Grant whose election, or nominationfor election by the Company’s Unit holders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered a member of the Incumbent Board,but excluding, for this purpose, any such individual whose initial assumption of office occurs as aresult of an actual or threatened election contest;(3) Consummation of a reorganization, merger, consolidation or statutory exchange of OutstandingUnits, unless immediately following such reorganization, merger, consolidation or exchange, all orsubstantially all of the individuals and entities who were the beneficial owners of the OutstandingUnits immediately before such reorganization, merger, consolidation or exchange beneficially own,directly or indirectly, more than 70% of the then-outstanding voting
 

 
securities entitled to vote generally in the election of directors, as the case may be, of theentity resulting from such reorganization, merger, consolidation or exchange in substantially thesame proportions as was their ownership, immediately before such reorganization, merger,consolidation or exchange, of the Outstanding Units;(4) Consummation of a sale or other disposition of all or substantially all of the assets of theCompany, other than to an entity with respect to which, immediately following such sale or otherdisposition, more than 70% of, respectively, the then-outstanding voting securities of such entityis then beneficially owned, directly or indirectly, by all or substantially all of the individualsand entities who were the beneficial owners of the Outstanding Units immediately before such saleor other disposition in substantially the same proportion as was their ownership, immediatelybefore such sale or other disposition; or(5) Approval by the Unit holders of the Company of a complete liquidation or dissolution of theCompany.     Notwithstanding the above, a Change in Control will not be deemed to occur if the acquisitionof the 30% or greater interest referred to in clause (1) is by a group, acting in concert, thatincludes the Employee or if at least 30% of the then-outstanding voting securities of the survivingentity or of any entity acquiring all or substantially all of the assets of the Company shall bebeneficially owned, directly or indirectly, immediately after a reorganization, merger,consolidation, statutory share exchange or disposition of assets referred to in paragraphs (3) or(4) by a group, acting in concert, that includes the Employee.